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(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD- NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014)
INFORMATION MEMORANDUM TATA REALTY AND INFRASTRUCTURE LIMITED A public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956 Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033 Telephone No.: 022 6661 4444, Fax No: 022 6661 4452, Contact Person: Mr. Sudhakar Shetty, Company Secretary, Website: https://www. www.tatarealty.in
Information Memorandum dated December 21, 2020 for issueBACKGROUND of up to 1000 (One Thousand) rated, listed, unsecured, redeemable non- convertible debentures having face value of Rs.10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of upto Rs. 100,00,00,000/- (Rupees One Hundred Crores only) with a Green Shoe Option for an additional amount of upto Rs.200,00,00,000/- (Rupees Two Hundred Crore Only) (the “Debentures”) on a private placement basis (the “Issue”).
BACKGROUND This Information Memorandum is related to the Debentures to be issued by Tata Realty and Infrastructure Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on September 29, 2020 pursuant to Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of the Issuer on September 23, 2019 pursuant to Section 180(1)(c) of the Act and the resolution passed by the board of directors of the Issuer on April 17, 2019, in accordance with the provisions of the Act and the Memorandum and Articles of the Company.
GENERAL RISKS As the Issue is being made on a private placement basis, this Information Memorandum has not been cleared by SEBI. The Issue has not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.
ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by ICRA Limited (the “Rating Agency”/ “ICRA”). The Rating Agency has assigned a rating of ‘AA (Stable) [Double A (Stable)]’ in respect of the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision / review at any time by the Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for, the letter dated December 10,, 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.
LISTING The Debentures are proposed to be listed on BSE. Please refer to Annexure XII of this Information Memorandum for a copy of the in-principle approval letter dated December 17, 2020 issued by BSE.
ISSUE SCHEDULE
Heads Date Issue Opens on December 21, 2020 Issue Closes on December 21, 2020 Deemed Date of Allotment December 23, 2020
The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.
Debenture Trustee Registrar & Transfer Agent
Universal Capital Securities Private Limited IDBI Trusteeship Services Limited (Formerly known as Mondkar Computers Pvt Ltd.) Asian Building, Address: 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Ground Floor, Caves Road, Andheri (East), Mumbai – 400 093 17, R. Kamani Marg, Tel :+91 (22) 2820 7203-05 / 2825 7641 Ballard Estate, F: +91 22 2820 7207 Mumbai-400001 Email: [email protected] Contact Person: Mr. Nilesh Palav Contact Person: Mr. Ravindra Utekar Website: www.idbitrustee.com Website: www.unisec.in
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TABLE OF CONTENTS
1. DEFINITIONS AND ABBREVIATIONS 4 2. NOTICE TO INVESTORS AND DISCLAIMERS 8 3. RISK FACTORS 11 4. DISCLOSURES UNDER SEBI REGULATIONS 17 5. DISCLOSURES PERTAINING TO WILFUL DEFAULT 40 6. DISCLOSURES UNDER THE COMPANIES ACT 41 7. APPLICANT’S DETAILS 49 8. OTHER INFORMATION AND APPLICATION PROCESS 50 8.1 Mode of Transfer/ Transmission of Debentures 50 8.2 Debentures held in Dematerialised Form 50 8.3 Trustee for the Debenture Holder(s) 50 8.4 Sharing of Information 51 8.5 Debenture Holder not a Shareholder 51 8.6 Modification of Debentures 51 8.7 Right to accept or reject Applications 51 8.8 Notices 51 8.9 Issue Procedure 51 8.10 Application Procedure 53 8.11 Fictitious Application 53 8.12 Basis of Allotment 53 8.13 Payment Instructions 53 8.14 Persons who may apply 53 8.15 Procedure for Applying for Dematerialised Facility 54 8.16 Depository Arrangements 55 8.17 List of Beneficiaries 55 8.18 Application under Power of Attorney 55 8.19 Documents to be provided by Investors 55 8.20 Applications to be accompanied with Bank Account Details 55 8.21 Succession 55 8.22 Mode of Payment 56 8.23 Effect of Holidays 56 8.24 Tax Deduction at Source 56 8.25 Letters of Allotment 56 8.26 Deemed Date of Allotment 56 8.27 Record Date 56 8.28 Refunds 56 8.29 Interest on Application Money 57 8.30 Pan Number 57 8.31 Payment on Redemption 57 9. DECLARATION 58 ANNEXURE I: RATING LETTER AND RATING RATIONALE 59 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 60 ANNEXURE III: APPLICATION FORM 61 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 64 ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED) 65 ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED) 66 ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE 67 ANNEXURE VIII: RELATED PARTY TRANSACTIONS 68 ANNEXURE IX: COPY OF BOARD RESOLUTION 69 ANNEXURE X: COPY OF SHAREHOLDERS’ RESOLUTIONS 70
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ANNEXURE XI: TERM SHEET 71 ANNEXURE XII: IN PRINCIPLE LISTING APPROVAL 72 ANNEXURE XIII: REMUNERATION OF DIRECTORS 73 ANNEXURE XIV: DETAILS OF LITIGATIONS 74
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1. DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum.
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue to the successful Applicants. Applicable Law All applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority in India and any modifications or re-enactments thereof that are relevant to Debentures. Applicants The investor who applies for subscription to the Debentures by submitting a valid Application Form. Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III. Application Money The money credited by the Applicant to the Issuer’s bank account for the purpose of subscription of NCD. Articles of The articles of association of the Issuer, as amended from time to time. Association/ Articles Board/Board of Directors The Board of Directors of the Issuer and includes any authorised committee of directors, formed or to be formed in this regard. Business Day A day (other than a Saturday/Sunday or a bank holiday) on which banks are normally open for business in Mumbai. BSE BSE Limited CDSL Central Depository Services Limited. Companies Act/ the Act The Companies Act, 2013, and to the extent not repealed and replaced by the Companies Act, 2013, shall mean the Companies Act, 1956. Debentures / NCDs 1000 (One Thousand) rated, listed, unsecured, redeemable non- convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of Rs. 100,00,00,000/- (Rupees One Hundred Crores only) with a Green Shoe Option to retain oversubscription for an additional amount of upto Rs. 200,00,00,000/- (Rupees Two Hundred Crore Only). Debenture Holders / Investors Initially, the persons to whom the Information Memorandum has been issued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements:
(a) Persons who are registered as such as the Beneficial Owners; and
(b) Persons who are registered as debenture holder(s) in the Register of Debenture Holder(s);
(in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (b) shall prevail). Deemed Date of Allotment December 23, 2020 Debenture Trustee / Trustees IDBI Trusteeship Services Limited Debenture Trust Deed The Deed to be executed between the Company and the Debenture Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with the issuance of the Debentures. Default Interest Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum
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Demat Refers to dematerialized securities which are securities that are in electronic form and not in physical form, with the entries noted by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time with whom the Issuer has made arrangements for dematerializing the Debentures. Depository Participant / DP A depository participant as defined under the Depositories Act. Director(s) Director(s) of the Issuer unless otherwise mentioned. Disclosure Document / Information This document which sets out the information regarding the Debentures Memorandum being issued on a private placement basis. DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are entitled to any Payments, including upon occurrence of any Event of Default or upon early redemption in terms of the Transaction Documents. Early Redemption Date Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum Early Redemption Option Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum EBP Guidelines The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI Circular dated January 5, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) read with the SEBI Circular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) and the operational guidelines issued by the relevant Electronic Book Provider, as may be amended, clarified or updated from time to time. Electronic Book Provider/ EBP Shall have the meaning assigned to such term under the EBP Guidelines. EFT Electronic Fund Transfer. Event of Default Shall mean any of the events described as an ‘Event of Default’ in the Transaction Documents. Final Settlement Date shall mean the date on which the Debentures have been redeemed in full on the scheduled Maturity Date in accordance with the terms of the Transaction Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders). Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year. IBC Shall mean Insolvency and Bankruptcy Code, 2016, as amended from time to time. ICRA Shall mean ICRA Limited, a company incorporated under Companies Act, 1956 and having its registered office at Wockhardt Tower, Level 4, West Wing, Plot C-2, G Block, Bandra Kurla Complex, Bandra (East), Mumbai MH 400051 ICCL Indian Clearing Corporation Limited, being the clearing corporation of BSE. Issue Private placement of the Debentures. Issue Opening Date Subject to any change to the Issue Schedule by the Issuer, the Issue Opening Date shall be as indicated on the cover page. Issue Closing Date Subject to any change to the Issue Schedule by the Issuer, the Issue Opening Date shall be as indicated on the cover page. Issuer/ Company Tata Realty and Infrastructure Limited Majority Debenture Holders Debenture Holder(s) holding an aggregate amount representing not less than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding.
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Management Control shall in relation to any person, mean the right of another person to (i) appoint majority of the members of the governing body of the said person, and (ii) control the functioning of the said person whether pursuant to its control over the governing body of the said person or otherwise. Material Adverse Effect means the effect or consequence of an event, circumstance, occurrence or condition which has caused or likely to cause (whether by efflux of time or upon an act of any Person or otherwise), as of any date of determination a material and adverse effect on:
(a) ability of the Company to perform their obligations under the Transaction Documents:
(b) the validity or enforceability of, or the effectiveness of any Transaction Documents. Maturity Date June 21, 2024, subject to Early Redemption Date or acceleration pursuant to occurrence of any Event of Default or early redemption pursuant to the terms of the Transaction Documents. Memorandum of Association/ The Memorandum of Association of the Issuer, as amended from time to Memorandum time N.A. Not Applicable NSDL National Securities Depository Limited PAN Permanent Account Number Payments Shall mean any and all payments to be made by the Issuer in relation to the Issue and the Debentures including the Principal Amount, Default Interest, Redemption Premium, remuneration of the Debenture Trustee, liquidated damages, if any, and all fees, costs, charges, expenses and other monies payable in terms of the Transaction Documents. Principal Amounts means the aggregate face value of the Debentures Promoter Shall mean Tata Sons RBI Reserve Bank of India Rate of Return Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum. Rating Agency ICRA Limited Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 14 (Fourteen) days prior to any Due Date. It is clarified that the Record Date will always be determined with reference to the original Due Date irrespective of whether the original due date falls on a Business Day or not. Redemption Dates The Redemption Date for the Debentures shall be June 21, 2024, subject to Early Redemption Date or acceleration upon occurrence of an Event of Default in terms of the Transaction Documents. Redemption Premium Shall have the meaning assigned to the term in Section 4.20 herein R&T Agent Registrar and Transfer Agent to the Issue, in this case being Universal Capital Securities Private Limited ROC Registrar of Companies Rs. / INR Indian National Rupee RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time). SEBI Electronic Book Mechanism The guidelines issued by SEBI and pertaining to the Electronic Book Guidelines Mechanism set out in the terms specified by the SEBI in its Circular dated January 05, 2018 (bearing reference number
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SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read along with the related Clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time. SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time. Special Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a circular resolution) with approval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures aggregate to more than 75% of the value of the nominal amount of the Debentures for the time being outstanding. Tata Sons Tata Sons Private Limited, a company registered under the provisions of the Companies Act, 1956 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai – 400 001 TDS Tax Deducted at Source Transaction Documents The documents executed or to be executed in relation to the issuance of the Debentures, in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee Agreement (iii) the Debenture Trust Deed (iv) rating letter and rating rationale (v) letter of appointment of registrar & transfer agent (vi) consent letter from Debenture Trustee and (vii) any other documents that may be designated by the Debenture Trustee as a Transaction Document.
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2. NOTICE TO INVESTORS AND DISCLAIMERS
2.1 ISSUER’S DISCLAIMER
This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures is being made strictly on a private placement basis and is proposed to be listed. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.
This Information Memorandum has been prepared solely to provide general information about the Issuer to investors to whom it is addressed and who, being permitted pursuant to the provisions of this Information Memorandum, are willing to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.
Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor’s particular circumstances. It is the responsibility of the Investors to also ensure that they will sell these Debentures in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act.
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.
This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients may apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.
The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including,
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The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.
Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.
This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.
2.2 DISCLAIMER OF THE TRUSTEE
The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/invested by investors for the Debentures.
2.3 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to investors as specified under the clause titled “Persons who may apply” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
2.4 DISCLAIMER IN RESPECT OF RATING AGENCY
Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information
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2.5 FORCE MAJEURE
The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accordance with the Information Memorandum without assigning any reason.
2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM
The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depository(ies) for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the Application Money.
2.7 DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Information Memorandum shall be filed with BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.
2.8 DISCLAIMER CLAUSE OF SEBI
As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.
Each recipient of the Information Memorandum acknowledges that each recipient has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained therein.
The Company has prepared this Information Memorandum and the Company is solely responsible for its contents. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information.
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3. RISK FACTORS
The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential investors should carefully consider all the risk factors in this Information Memorandum for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.
3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER
Potential investors should be aware that receipt of the Principal Amount, Coupon Payment and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of Payments may not be made or may be substantially reduced or delayed.
3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID
The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value.
3.3 CREDIT RISK & RATING DOWNGRADE RISK
The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/non-performing investment as per their usual norms.
3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF THE DEBENTURES
All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of Debentures.
3.5 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS
Special tax, accounting and legal considerations may apply to certain class/ types of investors. Potential investors are advised to consult with their own tax, accounting and legal professional advisors to determine the tax, accounting, legal or other implications of their investment in the present Issue.
3.6 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.
The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or
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3.7 LEGALITY OF PURCHASE
Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.
3.8 THE ISSUER’S BUSINESS IS HEAVILY DEPENDENT ON THE PERFORMANCE OF THE REAL ESTATE MARKET.
The Issuer’s business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which the Issuer operates, and could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of time to develop, and given that the real estate market both for land and developed properties is relatively illiquid, there may be high transaction costs as well as little or insufficient demand for land or developed properties at the expected rental or sale price, as the case may be, which may limit the Issuer’s ability to respond promptly to market events. Further, the Issuer’s profitability could be adversely affected if it purchases land at high prices and the Issuer has to sell or lease the projects developed on these lands during weaker economic periods. Further the Issuer has also undertaken few development management contracts for the development of project owned by the land owners with a fee based income for the Issuer, which extensively depends upon the performance of the project, its developability, sales price of product, revenue of the project, fund availability for the project, credibility and reputation of the land owners etc.
Further, on account of outbreak of the COVID-19 pandemic across the world in the last quarter of FY20 has resulted in disruption of the business activities. The lockdown conditions across the world especially since the month of March 2020 have severely impacted the business operations, coming at the crucial time of the year-end. The economic impact of the pandemic has already started reflecting on the business and has dampened the sentiments. Its impact will be clear as the picture pans out.
3.9 IN CASE THE ISSUER FACES INTENSE COMPETITION IN ITS BUSINESS, THE ISSUER MAY NOT BE ABLE TO COMPETE EFFECTIVELY, PARTICULARLY IN REGIONAL MARKETS AND IN ITS NEW BUSINESSES.
The Issuer operates in highly competitive markets, and competition in these markets is based primarily on the availability and cost of land banks. To remain competitive, the Issuer has to continuously strive to reduce procurement costs and improve operating efficiencies. The Issuer also faces competition from both domestic and foreign companies in bidding for new property development projects. The Issuer’s business plan is to expand across India. As the Issuer seeks to diversify its regional focus, it faces the risk that some of its competitors, who are also engaged in real estate development, may be better known in other markets, enjoy better relationships with landowners and joint venture partners, gain early access to information regarding attractive parcels of land and be better placed to acquire such land. The Issuer must also compete with an increasing number of commercial real estate developers. Increasing competition could result in price and supply volatility, which could cause its business to suffer.
The Issuer’s exposure to risks including delays in acquisition of land, construction delays, delay in regularity approval, unanticipated costs increases, changes in the regulatory environment, political environment and its inability to negotiate satisfactory arrangements with joint venture partners is enhanced. The business environment may materially change, and the Issuer may not have the ability to modify its existing arrangements/development plans to reflect these changes and its commitments under these arrangements may restrict its ability to implement changes in its business plan. This may limit the Issuer’s business flexibility, expose it to an increased risk of unforeseen business and industry changes and could have a material adverse effect on its business, financial condition and results of operations.
3.10 POLITICAL AND ECONOMIC RISK IN INDIA
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The Issuer operates mainly within India and, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. The Issuer’s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, future financial performance and results of operations of the Issuer.
3.11 OUR BUSINESS IS SUBJECT TO THE RECENTLY INTRODUCED REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 (THE “RERA”). THERE ARE PENALTIES THAT WE MAY BE LIABLE TO PAY IN EVENT OF DELAY IN THE PROJECT.
The Government has notified the RERA. The RERA has been introduced to regulate the real estate industry and ensuring, amongst others, imposition of certain responsibilities on real estate developers and accountability towards customers and protection of their interest. The RERA has imposed certain obligations on real estate developers, including us, such as mandatory registration of real estate projects, not issuing any advertisements or accepting advances unless real estate projects are registered under RERA, maintenance of a separate escrow account for amounts realized from each real estate project and restrictions on withdrawal of amounts from such escrow accounts and taking customer approval for major changes in sanction plan. In addition, we will have to comply with state specific legislations which will be enacted by the respective State Government, where our ongoing projects are or future projects maybe located, due to the introduction of RERA. Compliance with the provisions of RERA or such state specific legislations will require significant management and financial resources, and we may need to allocate additional resources, which may increase our regulatory compliance costs and divert management attention. Further, any non-compliance of the provisions of RERA or such state specific legislations may result in punishments (including fines and/or imprisonment) and revocation of registration of our ongoing projects which may have a material and adverse impact on our business, operations and financial condition.
In addition, some of the sale agreements which we enter into with our residential customers contain penalty clauses wherein we are liable to pay interests payments to our customers due to completion delays. Further, a buyer of our residential unit may also terminate his arrangements with us if we fail to deliver the unit as per the timelines mentioned under the sale agreement, and we may be liable to refund the amount along with interest. We might also be exposed to penalties under RERA. The aggregate penalties we may be liable to pay in the event of delays may affect the overall profitability of the project and therefore adversely affect our business, results of operations and financial condition.
3.12 RISKS RELATING TO OUR BUSINESS
A. There are material outstanding legal proceedings involving our Company, its subsidiaries, associates, directors and group companies
There are material outstanding legal proceedings involving the Company, its subsidiaries, associates, directors and group companies. These proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. The brief details of such material outstanding litigations are listed in Annexure XIV of this Information Memorandum. Such proceedings could divert management time and attention, and consume financial resources in their defense or prosecution. Should any new developments arise, such as any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities. Further, an adverse outcome in any of these proceedings may affect our reputation, standing and future business, and could have an adverse effect on our business, prospects, financial
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condition and results of operations. We cannot assure you that any of these proceedings will be decided in favour of the Company, its subsidiaries, associates, directors and group companies, or that no further liability will arise out of these proceedings.
B. We rely on independent contractors to execute our projects and any failure on their part to perform their obligations could adversely affect our business, results of operations, and cash flows
We utilize independent contractors to execute our projects. If a contractor fails to perform its obligations satisfactorily or within the prescribed time periods with regard to a project, or terminates its arrangement with us, we may be unable to develop the project within the intended timeframe and at the intended cost. If this occurs, we may be required to incur additional cost or time to develop the property to appropriate quality standards in a manner consistent with our development objective, which could result in reduced profits or, in some cases, significant penalties and losses which we may not be able to recover from the relevant independent contractor. We cannot assure you that the services rendered by any of our independent contractors will always be satisfactory or match our requirements for quality. In addition, we may be subject to claims in relation to defaults and late payments to our contractors, which may adversely affect our business, results of operations, and cash flows.
C. Significant increases in prices of, or shortages of, or delay or disruption in supply of labour and key building materials could affect our estimated construction cost and timelines resulting in cost overruns or less profit.
We procure building materials for our projects, such as steel, cement, flooring products, hardware, bitumen, sand and aggregates, doors and windows, bathroom fixtures and other interior fittings, from third-party suppliers. The prices and supply of basic building materials and other raw materials depend on factors outside our control, including cost of their raw materials, general economic conditions, competition, production costs and levels, transportation costs, indirect taxes and import duties. Our ability to develop and construct projects profitably is dependent on our ability to obtain adequate and timely supply of building materials within our estimated budget. As we source our building materials from third parties, our supply chain may be interrupted by circumstances beyond our control. Poor quality roads and other transportation-related infrastructure problems, inclement weather and road accidents may also disrupt the transportation of supplies. Prices of certain building materials and, in particular, cement and steel prices, are susceptible to rapid increases. Further, we operate in a labour-intensive industry and if we or our contractors are unable to negotiate with the labour or their sub-contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. In addition, it may be difficult to procure the required labour for ongoing or planned projects. During periods of shortages in the supply of building materials or labour, we may not be able to complete projects according to our previously determined time frames, at our previously estimated project costs, or at all, which may adversely affect our results of operations and reputation. In addition, during periods where the prices of building materials or labour significantly increase, we may not be able to pass these price increases on to our customers, which could reduce or eliminate the profits we intend to gain from our projects. These factors could adversely affect our business, results of operations and cash flows.
3.13 INTERNAL RISKS
A. The Issuer may enter into arrangements with various third parties to acquire land or development rights and the Issuer cannot assure you that such parties have acquired ownership rights or clean title in respect of these lands. Issuer cannot assure you that land and property acquired/purchased by the Issuer have the absolute ownership rights or clean title in respect of the lands.
B. The Issuer may have entered into development agreements which do not convey any interest in the immovable property to the Issuer and only the development right is transferred in favour the Issuer. Further, investments through development agreements involve risks, including the possibility that the
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development partners may fail to meet their obligations under the development agreement, causing the whole project to suffer.
C. The Issuer is dependent upon third party entities for the construction and development of its projects, which entails certain risks including limited control over the timing or quality of services and sophisticated machinery or supplies provided by such third parties.
D. Increase in prices of, shortages of, or delays or disruptions in the supply of building materials or labour could adversely affect the business, financial condition and results of operations of the Issuer.
E. The Issuer may not be able to add to or replenish the existing land bank (including development rights) by acquiring suitable sites or entering into development agreements for suitable sites in locations with growth potential and at reasonable cost, which may adversely affect its business and prospects.
F. The Issuer may be required to make certain advance payments to the owners of the land when it enters into joint development agreements, which may not be recoverable. Further, the Issuer may be required to pay certain penalties or liquidated damages in the event of any delay in the completion of the development within the time frame specified in the joint development agreements or joint venture agreements.
G. The Issuer’s inability to acquire ownership of or development rights over parcels of land may affect its future development activities and business prospects, financial condition and result of operations.
H. If the Issuer fails to anticipate and respond to customer requirements, business and prospects of the Issuer could be adversely affected.
I. The Issuer is dependent on its senior management and key personnel and its ability to retain them and attract new key personnel when necessary is an important component of success.
3.14 RISKS IN RELATION TO ENFORCEMENT
A. Significant delays may be faced in court proceedings in India.
The Debenture Trustee and/or the Debenture Holders may need to seek recourse to Indian courts to enforce their rights under the Transaction Documents and/or in respect of the Debentures in the event that the Issuer fails to honour its obligations in relation to the Debentures. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.
B. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.
The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equitable principles, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.
The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.
3.15 RISKS RELATED EXTERNAL FACTORS
A. Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.
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We are incorporated in and substantially all our operations are located in India. As a result, we are highly dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
i. any increase in Indian interest rates or inflation ii. any exchange rate fluctuations; iii. any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing for our expansions; iv. prevailing income conditions among Indian consumers and Indian corporates; v. volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; vi. changes in India’s tax, trade, fiscal or monetary policies; vii. political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighbouring countries; viii. occurrence of natural or man-made disasters; ix. prevailing regional or global economic conditions, including in India’s principal export markets; x. any downgrading of India’s debt rating by a domestic or international rating agency; xi. financial instability in financial markets; and xii. other significant regulatory or economic developments in or affecting India or its construction sector.
B. Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.
The right to own property in India is subject to restrictions that may be imposed by the Government. In particular, the Government under the provisions of the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 (the “Land Acquisition Act”) has the right to compulsorily acquire any land if such acquisition is for a “public purpose,” after providing compensation to the owner. However, the compensation paid pursuant to such acquisition may not be adequate to compensate the owner for the loss of such property. The likelihood of such acquisitions may increase as central and state governments seek to acquire land for the development of infrastructure projects such as roads, railways, airports and townships. Additionally, we may face difficulties in interpreting and complying with the provisions of the Land Acquisition Act due to limited jurisprudence on them or if our interpretation differs from or contradicts any judicial pronouncements or clarifications issued by the government. In the future, we may face regulatory actions or we may be required to undertake remedial steps. Any such action in respect of any of the projects in which we are investing or may invest in the future may adversely affect our business, financial condition or results of operations.
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4. DISCLOSURES UNDER SEBI REGULATIONS
4.1 Documents submitted to the exchanges
The following documents have been submitted to the stock exchange:
A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; B. Copy of audited Annual Reports for the last 3 (Three) years and audited accounts for the period ended September 30, 2020; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the board / committee Resolution authorising the issue of Debentures and list of authorised signatories; E. Any other particulars or documents that the stock exchange may call for as it deems fit.
4.2 Documents submitted to the Debenture Trustee
The following documents have been submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of Debentures:
A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; B. Copy of the audited Annual Reports for the last 3 (Three) years and for period ended September 30,2020; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited / limited review half yearly consolidated and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any. E. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Issuer shall also promptly submit to the Debenture Trustee all the other documents/intimations as are required to be submitted under the provisions of Regulation 56 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within 2 (Two) Business Days of their specific request.
4.3 Issuer Information
Name: Tata Realty and Infrastructure Limited
Registered Office and Corporate Office of the Issuer: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033
Compliance Officer of Issuer: Mr. Sudhakar Shetty, Vice President and Company Secretary Address: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033 CFO of Issuer: Mr. Sanjay Sharma Address: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033
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Trustee to the Issue: IDBI Trusteeship Services Limited Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001
Registrar to the Issue: Universal Capital Securities Private Limited Address: 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai – 400 093
Credit Rating Agency of the Issue: ICRA Limited Address: 3rd Floor, Electric Mansion Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025
Auditors of the Issuer: Deloitte Haskins and Sells LLP, Chartered Accountant Address: Indiabulls Finance Centre, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai 400013
4.4 A brief summary of business / activities of Issuer and its line of business
A. Overview:
Tata Realty and Infrastructure Limited is in the business of developing assets in the real estate & infrastructure sphere in India. On the real estate side, the Issuers’ primary focus is development & leasing of rent yielding assets like commercial office spaces, IT Parks / ITES and retail assets. Over the years, the company has developed world class real estate projects across diverse business categories. In the infrastructure sphere, the company is into development of roads and urban transport projects such as metro etc. The Issuer appoints leading experts and contractors to execute these projects and ensures customer satisfaction by keeping high quality standards in project delivery. The Issuers core competencies comprise understanding of real estate / infrastructure business needs, understanding of government interfaces, ability to financially appraise projects, ability to attract best in class partners, skilled human resource, ability to create enduring relationships with partners and ability to maintain the asset over its life.
B. Corporate Structure: as on 30.9.2020
Sr. No. Company's Subsidiaries (direct/indirect) Nature of Interest
1 Acme Living Solutions Private Limited Subsidiary 2 Gurgaon Construct Well Pvt. Ltd. Subsidiary 3 Gurgaon Realtech Ltd. Subsidiary 4 TRIF Gurgaon Housing Projects Pvt. Ltd. Subsidiary 5 Arrow Infraestate Pvt. Ltd. Subsidiary 6 TRIL Roads Pvt. Ltd. Subsidiary 7 TRIL Urban Transport Pvt Ltd Subsidiary 8 Wellkept Facility Management Services Private Limited Subsidiary (Previously known as TRIL Hospitality Private Limited) 9 TRIL Constructions Ltd. Subsidiary 10 HV Farms Private Ltd Subsidiary 11 TRIL IT4 Private Ltd (Formerly known as Albrecht Builder Pvt Joint Venture Ltd) 12 Mikado Realtors Private Limited Joint Venture
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13 Industrial Minerals and Chemical Company Private Limited Joint Venture 14 TRIL Infopark Limited Subsidiary 15 Hampi Expressways Pvt. Ltd Subsidiary 16 Dharamshala Ropeway Limited Subsidiary 17 MIA Infrastructure Private Limited Subsidiary 18 Matheran Rope-way Private Limited Subsidiary 19 Uchit Expressways Private Limited Subsidiary 20 TRPL Roadways Private Limited Subsidiary 21 Durg Shivnath Expressways Private Limited (Formerly known as Subsidiary SMS Shivnath Infrastructure Private Limited) 22 Pune IT City Metro Rail Limited Subsidiary 23 International Infrabuild Private Limited Subsidiary 24 TRIL Bengaluru Real Estate One Private Limited Subsidiary 25 TRIL Bengaluru Real Estate Two Private Limited Subsidiary 26 TRIL Bengaluru Real Estate Three Private Limited Subsidiary 27 Pune Solapur Expressways Private Limited Joint Venture 28 A & T Road Construction Management and Operation Pvt Ltd Joint Venture The subsidiaries/Associates/Joint Ventures of the Company are engaged in real estate and infrastructure sectors.
Key Operational and Financial Parameters for the last 3 audited years and for a period ended September 30, 2020 (on a standalone basis): Parameters Six month FY19-20 FY18-19 FY17-18 Ended (Rs. Cr.) (Rs. Cr.) (Rs. Cr.) 30.9.2020 (IND AS) (IND AS) (IND AS) (Rs. Cr.) (IND AS) For Non-Financial Entities Networth 2,910.25 2,934.27 1,986.86 1,897.46 Total Debt 2,369.62 2,747.16 2,771.24 2,420.06 of Non Current Maturities of Long Term 670 1,394.19 724.60 1,823.11 which Borrowing Short Term Borrowing 975.09 953.03 946.85 596.95 Current Maturities of Long Term 724.53 399.94 1,099.79 - Borrowing Net Fixed Assets 17.16 18.19 17.98 14.55 Other Non Current Assets 5,077.06 4,901.96 4,751.42 3,996.98 Cash and Cash Equivalents 243.79 255.80 4.45 9.56 Current Investments 83.5 711.79 3.11 69.66 Other Current Assets 396.62 375.80 491.51 624.93 Other Current Liabilities 286.91 305.93 239.16 218.07 Net Sales (Revenue from Operations) 54.15 175.85 144.93 132.02 EBITDA 37.95 85.21 58.01 23.81 EBIT 36.88 83.29 56.61 22.35 Interest 105.18 284.96 229.89 196.72 PAT (63.88) (225.85) (186.27) (180.34) Dividend amounts - - - - Current ratio 0.36 0.81 0.22 0.86 Interest Coverage Ratio 0.35 0.29 0.25 0.11
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Parameters Six month FY19-20 FY18-19 FY17-18 Ended (Rs. Cr.) (Rs. Cr.) (Rs. Cr.) 30.9.2020 (IND AS) (IND AS) (IND AS) (Rs. Cr.) (IND AS) Gross Debt/ Equity Ratio 0.82 0.95 1.40 1.28 Debt Service Coverage Ratio 0.02 0.06 0.03 0.04
C. Gross Debt: Equity Ratio of the Issuer:
Before the issue of Debentures 0.81
After the issue of Debentures 0.92 *Note: For the calculation of above ratios, Net worth as on 30th Sep 2020 is considered. Debt nos. are as of latest date. Proposed new NCD issue considered for above ratio is Rs. 300 crs (100crs + 200crs)
4.5 Brief history of Issuer since its incorporation
A. Details of Share Capital as on last quarter end i.e. Sep 30, 2020:
Share Capital Aggregate value at face value (Rs. in crore) A) AUTHORISED SHARE CAPITAL 800,00,00,000 (Eight Hundred Crore) Equity Shares of Rs. 10/- 8000 (Rupees Ten) Each Total 8000 B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 161,73,07,692 (One Hundred Sixty One Crore Seventy-Three Lakh 1617.31 Seven Thousand Six Hundred and Ninety-Two) Equity Shares of Rs. 10/- (Rupees Ten) Each Total 1617.31
B. Changes in its capital structure as on the last quarter end i.e. Sep 30, 2020, for the last five years:
Date of Change Rs. Particulars (AGM/EGM)
EGM 23.09.2019 8000,00,00,000 Authorised Share capital was increased from Increased from Rs. 3,000 Crore to Rs. 8000,00,00,000/- (Rupees Eight Thousand Crore Only) divided into 800,00,00,000 (Eight Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
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EGM 16.11.2018 3000,00,00,000 Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 200,00,00,000 (Two Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 100,00,00,000 (One Hundred Crore only) 5% Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- (Rupees Ten only) to Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 300,00,00,000 (Three Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only)
C. Equity Share Capital History of the Company as on last quarter end i.e. Sep 30, 2020, for the last five years:
Date of No Face Issue Considera Nature of Cumulative Re Allotment of Equity Value Price tion Allotment ma Shares (Rs) (Rs) (Cash, rks other than No. of Equity Equity cash, etc) Equity Share Share Shares Capital Premium (Rs) (in Rs)
9th March, 50,000 10 5,00,000 Subscriptio 50,000 5,00,00 - - 2007 n Shares 0
Cash
30th March, 1,49,50,000 10 14,95,00,000 Further 1,50,00, 15,00,0 - - 2007 Issue 000 0,000
4th October, 1,00,00,000 10 10,00,00,000 2,50,00, 25,00,0 - - 2007 000 0,000
31st March, 70,00,00,000 10 700,00,00,000 72,50,0 725,00, - - 2008 0,000 00,000
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30st March, 10,00,00,000 10 100,00,00,000 Conversio Conversio 82,50,0 825,00, - - 2016 n of 5% n of CCDs 0,000 00,000 Non- Cumulative Convertibl e Preference Shares into 10,00,00,0 00 Equity Shares of Rs. 10/- each.
24th August, 19,23,07,692 10 192,30,76,920 Conversio Conversio 101730 101730 - - 2016 n of n of CCDs 7692 76920 Compulsor y Convertibl e Debenture s (CCDs) into Equity Shares at a premium of Rs. 3 Per Share
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April 09, 2020 60,00,00,000 10 1200,00,00,000 NEFT Rights 101730 161730 - - payment Issue 76920 76920
D. Details of any Acquisition or Amalgamation in the last 1 (One) year:
The Company has not acquired any Company in last 1 (one) year. Further, the Board of Directors at its meeting held on November 18, 2018, has approved the amalgamation of MIA Infrastructure Private Limited, Wellkept Facility Management Services Private Limited, Acme Living Solutions Private Limited, TRIF Gurgaon Housing Projects Private Limited (Transferor Companies) with Tata Realty and Infrastructure Limited (transferee company). Accordingly, the Company has submitted the application with National Company Law Tribunal, Mumbai Bench in this regard and is awaiting for further directions. Further, during the 2nd quarter of FY 2020-21, the Company has sold its entire holding i.e. (100% equity shares) in TRIL Bengaluru Real Estate Four Private Limited. Also, during the same quarter, TRIL Urban Transport Private Limited, the wholly owned subsidiary of the Company has sold its entire holdings i.e. (100% equity shares) in Manali Ropeways Private Limited, which was step down subsidiary of the Company.
E. Details of any Reorganization or Reconstruction in the last 1 (One) year:
Type of Event Date of Announcement Date of Completion Details N.A. . 4.6 Details of the shareholding of the Company as on the latest quarter end i.e. September 30, 2020:
A. Shareholding pattern of the Company as on last quarter end i.e. Sep 30, 2020:
Sr. Name of the Total No. of Equity No of Shares held Total Shareholding as No. Shareholder Shares held in Demat Form % of total no. of equity shares 1. Tata Sons Private 1617307686 1617307686 100 Limited 2. Tata Sons Private - Limited jointly with 1 1
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Mr. Eruch Kapadia
3. Tata Sons Private - Limited jointly with Mr. Adil Charna 1 1 4. Tata Sons Private - Limited jointly with Mr. Nikhil Kumar 1 1 5. Tata Sons Private - Limited jointly with Mr. Girish Valechha 1 1 6. Tata Sons Private - Limited jointly with Mr. Kersi Bhagat 1 1 7. Tata Sons Private - Limited jointly with Ms. Nageswari S 1 1 1617307692 1617307692 Total
Note: Shares pledged or encumbered by the promoters (if any): No equity shares are pledged or encumbered by the promoters.
List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. Sep 30, 2020:
S. No. Shareholder’s Name Total No. of No. of shares Total Equity Shares in demat sharehol form ding as% of total number of Equity Shares 1 Tata Sons Private Limited 1617307686 1617307686 100 Tata Sons Private Limited jointly with Mr. - 2 Eruch Kapadia 1 1 Tata Sons Private Limited jointly with Mr. Adil - 3 Charna 1 1 Tata Sons Private Limited jointly with Mr. - 4 Nikhil Kumar 1 1 Tata Sons Private Limited jointly with Mr. - 5 Girish Valechha 1 1 Tata Sons Private Limited jointly with Mr. - 6 Kersi Bhagat 1 1 Tata Sons Private Limited jointly with Ms. - 7 Nageswari S 1 1 Total 1617307692 1617307692 -
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4.7 Following details regarding the directors of the Company:
A. Details of current directors of the Issuer*:
Name, designation and Age Address Director since List of other directorships DIN Mr. Banmali Agrawala 57 Ashford 24/03/2018 i. The Tata Power Company Limited Designation: years Apartment, Flat ii. Tata Projects Limited Chairman - No.03, 3rd Floor, iii. Airasia (India) Limited Non-Executive 1/26A Ridge Road, iv. Tata Housing Development Non-Independent Director Malabar Hill Company Limited DIN: 00120029 Mumbai 400006 v. Tata Advance Systems Limited vi. Tata Medical and Diagnostics Limited vii. Tata Electronics Private Limited Mr. Sanjay Bhupender 54 Vivarea 01/04/2018 i. Tata Housing Development Dutt years Residencies, B- Company Limited 1102, 11th Floor, ii. TRIL Infopark Limited Designation: Sane Guruji Marg, iii. TRIL Constructions Limited Managing Director & CEO Mahalaxmi, iv. Promont Hilltop Private Limited DIN: 05251670 Mumbai 400011 v. Tata Value Homes Limited MH vi. Smart Value Homes (Peenya Project)Private Limited Mr. Farokh Subedar 65 1, Wadia Building 21/05/2015 i. Tata Investment Corporation Designation: years 6 Babulnath Road Limited Non-Executive Mumbai 400007 ii. Tata Industries Limited Non-Independent Director iii. Tata Capital Limited DIN: 00028428 iv. Tata Asset Management Limited v. Zoroastrian Investment Corporation Private Limited vi. Tata Capital Financial Services Limited vii. Tata AIG General Insurance Company Limited Mr. S. Santhanakrishnan 69 Old No.33/C, New 07/12/2010 i. Tata Consumer Products Limited years No.24, Unnamalai ii. Tata Housing Development Designation: Ammal Street, T. Company Limited Independent Director Nagar, Chennai iii. Sands Chembur Properties Private DIN: 00032049 600017 Limited iv. ICICI Home Finance Company Limited v. Sands BKC Properties Private Limited Mr. Rajiv Sabharwal 55 C 183, Kalpataru 24/03/2018 i. Tata Cleantech Capital Limited years Sparkle, N. ii. Tata Capital Limited Designation: Dharmadhikari iii. Tata Asset Management Limited Non-Executive Road, iv. Tata Capital Financial Services Non-Independent Director Gandhinagar, Limited DIN: 00057333 Bandra East, v. Tata Securities Limited Mumbai 400051 vi. Tata Capital Housing Finance Limited
Mrs. Neera Saggi 64 Flat No. 1002, 26/03/2015 i. Honeywell Automation India
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years Atlantis Bldg, Limited Designation: Raheja Acropolis-I ii. GE T&D India Limited Independent Director CHSL, Deonarpada iii. Swaraj Engines Ltd DIN: 00501029 Road, Deonar iv. GE POWER India Limited Village, Chembur, v. TRF Limited. Mumbai 400088 vi. Tata Steel BSL Limited vii. Tata Projects Limited viii. CARE India Solutions For Sustainable development
* None of Issuer’s current directors appear in the RBI defaulter list and/or ECGC defaulters list / Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/or the ECGC list, if any.
B. Details of change in directors since last three years:
Name, Designation Age Address Director of the Details of other directorship and Director’s Company since Identification Number (DIN) Mr. Banmali Agrawala 57 Ashford 24/03/2018 i. The Tata Power Company Designation: years Apartment, Limited Chairman - Flat No.03, ii. Tata Projects Limited 3rd Floor, iii. Airasia (India) Limited Non-Executive 1/26A Ridge iv. Tata Housing Development Non-Independent Road, Company Limited Director Malabar Hill v. Tata Advance Systems Limited DIN: 00120029 Mumbai vi. Tata Electronics Private 400006 Limited Mr. Sanjay 54 Vivarea 01/04/2018 i. Tata Housing Development Bhupender Dutt years Residencies, Company Limited B-1102, 11th ii. TRIL Infopark Limited Designation: Floor, Sane iii. TRIL Constructions Limited Guruji Marg, iv. Promont Hilltop Private Limited Managing Director & Mahalaxmi, v. Tata Value Homes Limited CEO Mumbai vi. Smart Value Homes (Peenya DIN: 05251670 400011 MH Project)Private Limited Mr. Farokh Subedar 65 1, Wadia 21/05/2015 i. Tata Investment Corporation years Building 6 Limited Designation: Babulnath ii. Tata Industries Limited Non-Executive Road Mumbai iii. Tata Capital Limited Non-Independent 400007 iv. Tata Asset Management Director Limited v. Zoroastrian Investment DIN: 00028428 Corporation Private Limited vi. Tata Capital Financial Services Limited vii. Tata AIG General Insurance Company Limited
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Mr. S. 69 Old No.33/C, 07/12/2010 i. Tata Consumer Products Santhanakrishnan years New No.24, Limited Unnamalai ii. Tata Housing Development Ammal Street, Company Limited Designation: T. Nagar, iii. Sands Chembur Properties Independent Director Chennai Private Limited DIN: 00032049 600017 iv. ICICI Home Finance Company Limited
v. Sands BKC Properties Private Limited Mr. Rajiv Sabharwal 55 C 183, 24/03/2018 i. Tata Cleantech Capital Limited years Kalpataru ii. Tata Capital Limited Designation: Sparkle, N. iii. Tata Asset Management Dharmadhikari Limited Non-Executive Road, iv. Tata Capital Financial Services Non-Independent Gandhinagar, Limited Director Bandra East, v. Tata Securities Limited DIN: 00057333 Mumbai vi. Tata Capital Housing Finance 400051 Limited
Mrs. Neera Saggi 64 Flat No. 1002, 26/03/2015 i. Honeywell Automation India years Atlantis Bldg, Limited Designation: Raheja ii. GE T&D India Limited Independent Director Acropolis-I iii. Swaraj Engines Ltd CHSL, iv. GE POWER India Limited DIN: 00501029 Deonarpada v. TRF Limited. Road, Deonar vi. Tata Steel BSL Limited Village, vii. Tata Projects Limited Chembur, viii. CARE India Solutions For Mumbai Sustainable development 400088
4.8 Following details regarding the auditors of the Company:
A. Details of the auditor of the Company:
Name Address Auditor since Deloitte Haskins and Sells LLP, Chartered Indiabulls Finance Centre, Tower 3, 2017-18 Accountants 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai 400013
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B. Details of change in auditors since last three years:
Name Address Date of Auditor of the Remarks Appointment/ Issuer since (in Resignation case of resignation) B S R & Co, LLP, 1st Floor, Lodha 31/03/2017 September 01, M/s B S R & Co, LLP Chartered Excelus, Apollo 2008 have completed their Accountants Mills Compound, tenure under the Act, N.M.Joshi Marg, hence they could not be Mahalaxmi, re-appointed. Mumbai 400011
4.9 Details of borrowings of the Company, as on the latest quarter end i.e. Sep 30, 2020:
A. Details of Secured Loan Facilities:
Sr. No Lender’s Type of Amount Principal Repayment Security Name Facility Sanctioned Amount Date / Outstanding Schedule No secured loan facilities have been borrowed by the Company as on Sep 30, 2020
B. Details of Unsecured Loan Facilities (as on Sep 30, 2020):
Sr. Lender’s Type of Facility Amount Principal Repayment Date / No Name Sanctioned Amount Schedule (In Cr.) Outstanding 1. Axis Bank Short term 25 The amount has On demand (Overdraft not been utilised facility) 2. Short Term Deutsche (Overdraft The amount has On demand Bank facility) 50 not been utilised 3. Deutsche Short Term Maximum 6 months from Bank Loan 300 300 date of disbursement
C. Details of Non-Convertible Debentures (as on Sep 30, 2020):
Debenture Tenor/ Period of Coupo Amoun Date of Redemption Credit Secured / Security Series Maturity n t (In Allotmen Date/ Rating Unsecure Crs.) t Schedule d
VIII 8.574% 20th Feb 20th April CRISIL Unsecured N.A. 3 years , 2 months p.a. 325 2018 2021 AA IX ~9.50% 6th June Unsecured N.A. 1 year 363 days p.a. 400 2019 4th June 2021 ICRA AA X 9.00%p 18th Nov 18th Nov Unsecured N.A. 3 years .a 195 2019 2022* ICRA AA
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2 years, 2 months, 8.68% 31st Jan Unsecured N.A. XI 29 days p.a. 200 2020 29th April 2022 ICRA AA 8.40% 6th Feb Unsecured N.A. XII 2 years, 4 months p.a 275 2020 6th June 2022 ICRA AA Total 1395 *with rate reset @19months i.e. 18th June 2021
D. List of Top 10 Debenture Holders as on September 30, 2020:
Amount (in Sr. No. Name of Debenture Holders Crs) 1 FRANKLIN INDIA ULTRA SHORT BOND FUND 200 2 SBI MAGNUM MEDIUM DURATION FUND 175 3 SBI DUAL ADVANTAGE FUND - SERIES XXVI 150 4 SBI EQUITY HYBRID FUND 150 5 SBI MAGNUM ULTRA SHORT DURATION FUND 100 6 ICICI PRUDENTIAL FLOATING INTEREST FUND 100 7 ICICI PRUDENTIAL ULTRA SHORT TERM FUND 95 8 SBI CREDIT RISK FUND 90 9 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE LOW DURATION FUND 65 10 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE DYNAMIC BOND FUND 50 11 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE CREDIT RISK FUND 50 Total 1225
E. The amount of corporate guarantees issued by the Issuer along with name of the counterparty (like name of subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:
Counterparty Amount (Rs. Cr.) Pune Solapur Expressways P Ltd. 197.40 International Infrabuild Pvt. Ltd. 29.43
F. Details of Commercial Paper:- The total face value of commercial papers outstanding as on September 30, 2020 to be provided and its breakup in the following table:
Outstanding as on 30.9.2020 Maturity date* (Rs.cr) 29-10-2020 200 30-10-2020 215 21-06-2021 200 10-09-2021 75 Total 690 * Face value of CP is Rs.5,00,000/-.
G. Details of rest of the borrowings (if any, including hybrid debt like FCCB, optionally convertible debentures/preference shares) as on September 30,2020:
Party Type of Amount Principal Repayment Credit Secured / Securi Name (in case Facility / Sanctioned Amount Date / Rating Unsecure ty of Instrume / Issued Outstanding Schedule d Facility) / Instrument nt
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Name Nil
H. Details of all defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 (five) years:
Nil
I. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Nil
4.10 Details of Promoters of the Company
A. Details of Promoter Holding in Company as on the latest quarter end i.e. September 30, 2020:
Sr. No. Name of the Total no. of No. of Total No. of % of shareholders equity shares in shareholding shares shares shares demat form as % of total pledged pledged no. of equity with shares respect to shares owned Tata Sons 100 0 - 1 Private Limited 1617307686 1617307686 Tata Sons - 0 - Private Limited 2 jointly with Mr. Eruch Kapadia 1 1 Tata Sons - 0 - Private Limited 3 jointly with Mr. Adil Charna 1 1 Tata Sons - 0 - Private Limited 4 jointly with Mr. Nikhil Kumar 1 1 Tata Sons - 0 - Private Limited 5 jointly with Mr. Girish Valechha 1 1 Tata Sons - 0 - Private Limited 6 jointly with Mr. Kersi Bhagat 1 1
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Tata Sons - 0 - Private Limited 7 jointly with Ms. Nageswari S 1 1 Total 1617307692 1617307692 - 0 -
4.11 Abridged version of the Audited Consolidated (wherever available) and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any:
Please refer to Annexure IV
4.12 Abridged version of Latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like profit & loss statement, and balance sheet) and auditors qualifications, if any:
Please refer to Annexure IV
4.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the Debentures:
Nil
4.14 The name of the Debenture Trustee shall be mentioned with statement to the effect that debenture trustee has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the Debenture Holders.
The Debenture Trustee appointed is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.
4.15 The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the Rating Agencies shall be disclosed.
The Rating Agency has assigned a rating of “ICRA AA” to the Debentures. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry a very low credit risk. The rating letter and rationale is provided in Annexure I of this Information Memorandum.
4.16 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.
The Debentures are unsecured.
4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be
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disclosed.
The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.
4.18 Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.
The Debentures are proposed to be listed on BSE.
4.19 Other details
A. Debenture Redemption Reserve Creation-relevant regulations and applicability:
The Issuer hereby agrees that it would create and maintain a Debenture Redemption Reserve in accordance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any governmental authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and shall also cause the same to be registered, where necessary. The Issuer shall submit to the Debenture Trustee (with copies thereof to the Debenture Holders), within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by a practising chartered accountant/ practising company secretary certifying that the provisions of the Act in relation to the maintenance of Debenture Redemption Reserve have been complied with, if applicable
B. Issue / instrument specific regulations-relevant details (Companies Act, RBI guidelines, etc.):
The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the notified rules thereunder and the applicable regulatory guidelines including the SEBI Debt Listing Regulations.
C. Application process
The application process for the Issue is as provided in Section 8 of this Information Memorandum.
4.20 Issue Details Security Name Tata Realty and Infrastructure Limited 2024 Series XIV Issuer Tata Realty and Infrastructure Limited Type of Instrument Non-Convertible Debentures Nature of Instrument Rated, Unsecured, Redeemable, Listed Non- Convertible Debentures. Seniority The Debentures shall rank pari passu to other senior debt in terms of repayment Mode of Issue Private placement Listing (including name of The Issuer shall list the Debentures on BSE stock market where it will be within a maximum period of 15 (fifteen) days listed and timeline of listing) from the Deemed Date of Allotment. Rating of the Instrument ICRA AA by the Rating Agency Issue Size Rs. 100,00,00,000/- (Rupees Hundred Crore only) and Rs. 200,00,00,000/-(Rupees Two
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Hundred Crore only) as green shoe option. Objects of the Issue To raise debt up to Rs. 300,00,00,000/- (Rupees Three Hundred Crore only) including green shoe option comprising of 2000 (Two Thousand) rated, listed, unsecured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each Details of the utilisation of Towards capital expenditure, refinancing of the Proceeds existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/Tata companies, acquisitions & other business purposes, however, specifically excluding investment in capital markets for speculative purposes. Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc. Coupon Rate Range Yield Based, price discovery Description regarding Not Applicable as NCD’s are unsecured Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document/ Information Memorandum. Step Up/ Step Down Coupon N.A. Rate Coupon Payment Frequency Annual Payment and on Maturity as disclosed in the Cash Flow
Coupon payment dates December 23, 2021, December 23, 2022, December 22, 2023, June 21, 2024 Coupon Type Yield Based price discovery Coupon Reset Date N.A. Coupon Reset Process N.A.
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(including rates, spread, effective date, interest rate cap and floor etc.) Day Count Basis Actual/ Actual Interest on Application Money The Issuer shall be liable to pay to each Debenture Holder, interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment. Default Interest Rate In case of default in Payments on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, and therefore the Rate of Return shall stand increased by 2% (Two Percent) per annum, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable.
Further, in the event that the Debenture Trust Deed is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Debenture Trust Deed. Tenor 3.5 years from the Deemed Date of Allotment. Redemption Date The Debentures shall be redeemed by way of a bullet repayment on 21st June, 2024, subject to exercise of early redemption of Debentures upon occurrence of an Event of Default in terms of the Transaction Documents. Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture along with Redemption Premium
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payable on the Redemption Date. Rate of Return Reset Date N.A. Rate of Return Reset Process N.A. Rate of Return Step-up N.A. Process Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Discount at which security is N.A. issued and the effective yield as a result of such discount Put Date N.A. Put Price N.A. Call Date N.A. Call Price N.A. Put Notification Time N.A. Call Notification Time N.A. Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture Minimum Application and in 1 (One) Debenture and in multiples of 1 (One) multiples of ____ Debt Debenture thereafter Securities thereafter Issue Timing Issue Opening Date: December 21, 2020 1. Issue Opening Date Issue Closing Date: December 21, 2020 2. Issue Closing Date Pay-in Date: December 23, 2020 3. Pay-in Date Deemed Date of Allotment: December 23, 4. Deemed Date of Allotment 2020 Issuance mode of the Demat only Instrument Trading mode of the Demat only Instrument Settlement mode of the RTGS/ NEFT or such other mode as may be Instrument determined by the Issuer. The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL). Depository(ies) NSDL Business Day Convention If any Redemption Date falls on a day which is not a Business Day, in which case all payments to be made on the Redemption Date (including the Redemption Premium) shall be
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made on the immediately preceding Business Day. Record Date If the Due Date pertains to schedule Interest Payment Date, Record Date shall be 14 (Fourteen) days prior to such Due Date and if the Due Date pertains to scheduled Maturity Date, Record Date shall be 14 (Fourteen) days prior to such Due Date. All covenants of the issue Not applicable (including side letters, accelerated payment clause, etc.) Security (where applicable) The Debentures are unsecured. (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document). Transaction Documents (a) Debenture Trustee Agreement; (b) Information Memorandum; (c) Debenture Trust Deed; (d) rating letter and rating rationale issued by the Rating Agency; (e) letter of appointment of Registrar and Transfer Agent; (f) Debenture Trustee consent letter; and (g) Any other document that may be designated as a transaction document by the Debenture Trustee. Conditions Precedent to As customary for transaction of a similar Disbursement nature and size including:
(a) Receipt of credit rating from the Rating Agency, assigning a minimum rating of ICRA AA to the Debentures. (b) Consent letter from the Debenture Trustee conveying their consent to act as the trustee for the benefit of the Debenture Holders. (c) Letter from BSE conveying its in- principle approval for listing of the Debentures. (d) Execution of the Debenture Trustee Agreement. (e) Issuance of the Information Memorandum.
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(f) Passing of relevant board and shareholder resolutions required under Applicable Law. (g) A certificate from the company secretary of the Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder. (h) Undertaking from the Issuer to the effect that no Event of Default or potential Event of Default has occurred and is continuing and no such event or circumstance will result as a consequence of the Issuer performing any obligation contemplated under the Transaction Documents. Conditions Subsequent to As customary for transaction of a similar Disbursement nature and size including:
(a) filing of the return of allotment with the relevant registrar of companies within the timelines specified under the Act. (b) execution of the Debenture Trust Deed within a maximum period of 3 (Three) months from the Deemed Date of Allotment. (c) Making application to BSE within 15 (fifteen) days from the Deemed Date of Allotment seeking final listing approval within 15 (fifteen) days from the Deemed Date of Allotment. Events of Default An Event of Default shall have occurred upon the happening of any event or circumstances, including those mentioned hereunder: (a) Failure on the part of the Issuer to forthwith satisfy all or any part of Payments in relation to the Debentures or otherwise under the Transaction Documents on the respective Due Date; (b) Breach of any representations and/or warranties or covenants or undertaking contained in any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer
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within the cure period (if any) set out in the Transaction Documents; (c) Any event or any series of events occur, which, in the opinion of the Debenture Trustee, causes a Material Adverse Effect. (d) Cross default with any other debt obligation of the Issuer of more than Rs 10,00,00,000/- (Rupees Ten Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor. (e) Any action, voluntary or involuntary, taken under the IBC (or any analogous law) against the Company, including any application/petition is filed for corporate insolvency resolution against/by the Company. (f) If the Company commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property. (g) If the Company voluntarily or compulsorily goes into liquidation or ever has a receiver appointed in respect of its assets or refers itself under any other law providing protection as a relief undertaking. (h) If a petition is filed for the winding up of the Company and the same is admitted, and such petition is not dismissed or stayed within a period of 30 (thirty) days of such petition being admitted. (i) The Company is nationalized or is under the management of the Central Government Creation of recovery expense The Company further undertakes to create a fund recovery expense fund in the manner as may be specified by the SEBI from time to time and inform the Debenture Trustee about the same.
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Conditions for breach of Please refer the issue details covenants or Event of default (as specified in Debenture Trust Deed ) Key Covenants The Rate of Return shall stand increased by 0.25% (Zero Decimal Point Two Five Percent) if the rating of the Debentures is downgraded by the Rating Agency to A+ and the Rate of Return shall be further increased by 0.25% (Zero Decimal Point Two Five Percent) for every notch of downgrade thereafter in the rating of the Debenture. The Rate of Return shall be restored back to earlier levels if the rating is, thereafter, upgraded by the Rating Agency back to earlier respective levels. The revised Rate of Return shall be applicable from the date of press release announcing the change in rating by the Rating Agency In the event the rating of the Issuer is downgraded below ‘A-’ during the tenure of the Debentures, then the Debenture Holders shall have a right to require the Issuer to redeem the Debentures (“Early Redemption Option”) with a notice period of 30 days from the date of issuance of a notice in this regard by the relevant Debenture Holders to the Issuer (“Early Redemption Date”). For avoidance of doubt, in the event of multiple credit rating reports, the lowest credit rating assigned by any of the rating agencies shall be considered. Issuer shall ensure that Promoter shall, at all times until the Final Settlement Date, directly or indirectly hold a minimum of 51% (Fifty One Percent) shareholding in the Issuer. The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date. Provisions related to Cross Cross default with any other debt obligation of Default Clause the Issuer of more than Rs 10,00,00,000/- (Rupees Ten Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor. Role and Responsibilities of To oversee and monitor the overall Debenture Trustee transaction for and on behalf of the Debenture Holders.
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Risk factors pertaining to the Please refer Section 3 of the IM issue Governing Law and The Debentures are governed by and shall be Jurisdiction construed in accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.
5. DISCLOSURES PERTAINING TO WILFUL DEFAULT
5.1 Name of the bank declaring the entity as a wilful defaulter: Nil
5.2 The year in which the entity is declared as a wilful defaulter: Nil.
5.3 Outstanding amount when the entity is declared as a wilful defaulter: Nil.
5.4 Name of the entity declared as a wilful defaulter: Nil
5.5 Steps taken, if any, for the removal from the list of wilful defaulters: Nil
5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: Nil
5.7 Any other disclosure as specified by SEBI: Nil
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6. DISCLOSURES UNDER THE COMPANIES ACT
FORM NO. PAS – 4
PRIVATE PLACEMENT OFFER LETTER (Pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014)
6.1 General Information:
A. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate office:
Issuer / Company : Tata Realty and Infrastructure Limited Registered Office and : E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Corporate Office Mumbai, Maharashtra 400033 Telephone No. : 022 6661 4444 Website : http://www.tril.co.in Fax : 022 6661 4452 Contact Person : Mr. Sudhakar Shetty Email : [email protected]
B. Date of Incorporation of the Company:
March 02, 2007
C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:
For the details of the business carried out by the Company and for details of its subsidiaries with the details of branches or units, if any, please refer to Section 4.4 of this Information Memorandum.
D. Brief particulars of the management of the Company:
The details of the directors of the Company are set out under Section 6.1(E) below. Apart from the directors, the following persons are also involved in the management of the Company:
i. Mr. Sanjay Sharma – Chief Financial Officer; ii. Mr. Sudhakar Shetty - Vice President & Company Secretary iii. Mr. Bhavesh Madeka - Head – Strategy, Corporate Planning & Investor Relations iv. Ms. Reena Wahi – Vice President & Head- Human Resource v. Mr. Alok Kapoor - Chief Operating Officer - Urban Transport
E. Name, address, DIN and occupations of the directors:
Name, Designation Address DIN Occupation Mr. Banmali Agrawala Ashford Apartment, Flat No.03, 00120029 Service 3rd Floor, 1/26A Ridge Road, Designation: Malabar Hill Mumbai 400006 Chairman - Non-Executive Non-Independent Director Mr. Sanjay Bhupender Dutt Vivarea Residencies, B-1102, 05251670 Service 11th Floor, Sane Guruji Marg,
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Designation: Mahalaxmi, Mumbai 400011 Managing Director & CEO MH Mr. S. Santhanakrishnan Old No.33/C, New No.24, 00032049 Service Unnamalai Ammal Street, T. Designation: Nagar, Chennai 600017 Independent Director Mr. Rajiv Sabharwal C 183, Kalpataru Sparkle, N. 00057333 Service Dharmadhikari Road, Designation: Gandhinagar, Bandra East, Non-Executive Mumbai 400051 Non-Independent Director Mrs. Neera Saggi Flat No. 1002, Atlantis Bldg, 00501029 Service Raheja Acropolis-I CHSL, Designation: Deonarpada Road, Deonar Independent Director Village, Chembur, Mumbai 400088 Mr. Farokh Subedar 1, Wadia Building 6 Babulnath 00028428 Retired Road Mumbai 400007 Designation: Non-Executive Non-Independent Director
F. Management perception of Risk Factors:
Please refer to Section 3 of this Information Memorandum.
G. Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of:
i. Statutory Dues NIL ii. Debenture and interest thereon NIL iii. Deposits and interest thereon NIL iv. Loans from banks and financial institutions and interest NIL thereon
H. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:
Name: Mr. Sudhakar Shetty Designation: Company Secretary Address: E Block, Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai - 400033 Phone No.: +91 22 66614444 Email: [email protected]
I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder-
Nil
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6.2 Particulars of the Offer:
Financial position of the Company for the last Please refer to Annexure IV of this Information 3 financial years Memorandum Date of passing of Board Resolution April 17, 2019
A copy of the said board resolution is annexed hereto and marked as IX Date of passing of resolution in general The shareholders resolution under Section 42 of the meeting, authorizing the offer of securities Act is dated September 29, 2020.
The shareholders resolution under Section 180(1)(c) of the Act is dated September 23, 2019.
A copy of the said shareholders’ resolutions (under both Section 42 and Section 180 of the Act) is collectively annexed hereto and marked as Annexure X Kinds of securities offered (i.e. whether share Rated, Redeemable, Listed, Unsecured Non- or debentures) and class of security; the total Convertible Debentures number of shares or other securities to be issued Number of Debentures: 1000 (One Thousand) Debentures of Rs. 10,00,000/- each, aggregating upto Rs. 100,00,00,000/- (Rupees One Hundred Crores only) with green shoe option for an additional amount of upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) Price at which the security is being offered, The Debentures are being issued at face value of Rs. including premium, if any, along with 10,00,000/- each at par. justification of the price The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions Name and address of the valuer who No valuation has been done with respect to the performed valuation of the security offered, Debentures as the Debentures represent debt and basis on which the price has been arrived obligations of the Company, which will be repaid in full. at along with report of the registered valuer Relevant date with reference to which the N.A. price has been arrived at
[Relevant date means a date at least 30 days prior to the date on which the general meeting of the Company is scheduled to be held] The class or classes of persons to whom the Please refer to ‘Persons who may apply’ under Section allotment is proposed to be made 8 of this Information Memorandum Intention of promoters, directors or key N.A. managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) The proposed time within which the allotment Please refer to Cover Page shall be completed The names of the proposed allottees and the N.A. percentage of post private placement capital
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For Private Circulation only (For the Addressee only) Serial No:__ Addressed to: ______that may be held by them The change in control, if any, in the company This issuance of Debentures will not have any change that would occur consequent to the private in control placement The number of persons to whom allotment on preferential basis/ private placement / rights issue has already been made during the year, in terms of number of securities as well as price The justification for the allotment proposed to N.A. be made for consideration other than cash together with valuation report of the registered valuer Amount, which the Company intends to raise Upto Rs. 100,00,00,000/- (Rupees Four Hundred by way of proposed offer of securities Crores only) with green shoe option for an additional amount of upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) Terms of raising securities Please refer to Section 4.20 of this Information Memorandum Proposed time schedule for which the offer Please refer to Cover Page letter is valid Purpose and objects of the Issue Purpose: To raise debt by issuing Debentures aggregating upto Rs. 100,00,00,000/- (Rupees one Hundred Crores only) with green shoe option for an additional amount of upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores only)
Object: Towards capital expenditure, refinancing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/ Tata Companies, acquisitions & other business purposes, however, specifically excluding investment in capital markets for speculative purposes. Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc. Contribution being made by the promoters or N.A. directors either as part of the offer or separately in furtherance of such objects Principal terms of assets charged as security, The Debentures are unsecured. if applicable The details of significant and material orders N.A. passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations The pre-issue and post-issue shareholding pattern of the Company in the following format:
Sl. Category Pre-issue Post-issue No. No. of shares Percentage of No. of shares Percentage of held shareholding held shareholding A Promoters’ This issuance of Debentures This issuance of Debentures holding will not alter the paid-up capital will not alter the paid-up capital Indian of the Company of the Company 1 Individual
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Bodies Corporate Sub-total 2 Foreign promoters Sub-total (A) B Non-promoters’ holding 1 Institutional Investors 2 Non- Institutional Investors Private Corporate Bodies Directors and relatives Indian public Others (including Non- resident Indians)
Sub-total (B) Grand Total
6.3 Mode of payment for subscription:
o Cheque o Demand draft o Other banking channels
6.4 Disclosure with regard to interest of directors, litigation, etc:
Any financial or other material interest of the N.A. directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons Details of any litigation or legal action pending None or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed Remuneration of directors (during the current Please refer to Annexure XIII for Remuneration of year and last three financial years) directors (during the current year and last three financial years).
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Related party transactions entered during the Please refer to Annexure VIII for the related party last three financial years immediately transactions for the financial years 2017-18, 2018- preceding the year of issue of private 2019 and 2019-20. placement offer cum application letter including with regard to loans made or, guarantees given or securities provided Summary of reservations or qualifications or There are no reservations, qualifications or adverse adverse remarks of auditors in the last five remarks of auditors in the last 5 (five) financial years financial years immediately preceding the immediately preceding the year of issue of this year of issue of private placement offer cum Information Memorandum. application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark Details of any inquiry, inspections or None investigations initiated or conducted under the Companies Act, 2013 or any previous Company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the Company and all of its subsidiaries Details of acts of material frauds committed None. against the Company in the last three years, if any, and if so, the action taken by the Company.
6.5 Financial Position of the Company:
The capital structure of the Company:
The authorised, issued, subscribed and Please refer to Section 4.5 (A) of this Information paid up capital (number of securities, Memorandum description and aggregate nominal value) Size of the Present Issue 1000 (One Thousand) Rated Listed Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each with a Green Shoe Option for an additional amount of upto Rs.200,00,00,000/- (Rupees Two Hundred Crores Only), on a private placement basis. Paid-up Capital: This issuance of Debentures will not alter the paid-up a. After the offer: capital of the Issuer
b. After the conversion of convertible instruments (if
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applicable): Share Premium Account: This issuance of Debentures will not alter the paid-up a. Before the offer: capital of the Issuer
b. After the offer: Details of the existing share capital of the Issuer:
S Date of Allotment Number of Face Value of Price (INR) Details of No: Shares Shares (INR) Consideration Equity Shares 1. 9th March, 2007 50,000 10 5,00,000 2. 30th March, 2007 1,49,50,000 10 14,95,00,000 Cash 3. 4th October, 2007 1,00,00,000 10 10,00,00,000 4. 31st March, 2008 70,00,00,000 10 700,00,00,000 5. 30st March, 2016 10,00,00,000 10 100,00,00,000 Conversion of 5% Non- Cumulative Convertible Preference Shares into 10,00,00,000 Equity Shares of Rs. 10/- each. 6. 24th August, 2016 19,23,07,692 10 192,30,76,920 Conversion of Compulsory Convertible Debentures (CCDs) into Equity Shares at a premium of Rs. 3 Per Share 7. April 09, 2020 60,00,00,000 10 1200,00,00,000 RTGS payment/cash 5% Non-Cumulative Convertible Preference Shares 1. 31st March, 2008 100,00,00,000 10 1000,00,00,000 Cash 4th March, 2009 (80,00,00,000) 10 (800,00,00,000) Reduction of (ROC Order) 5% Non- Cumulative Convertible Preference Shares Capital by way of court order dated 6th February, 2009 2. 30st March, 2016 (20,00,00,000) 10 (200,00,00,000) Conversion of 5% Non- Cumulative Convertible Preference Shares into
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10,00,00,000 Equity Shares of Rs. 10/- each.
Provided that the Company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter, separately indicating the allotments made for considerations other than cash and the details of consideration in each case.
Profits of the Company, before and after Six FY19- FY18- FY17- making provision for tax, for the three month 20 (Rs. 19 (Rs. 18 (Rs. financial years immediately preceding the Ended Cr.) Cr.) Cr.) date of issue of the private placement INR 30.9.2020 (IND (IND (IND offer cum application letter Lakhs (Rs. Cr.) AS) AS) AS) (IND AS (Rs.Cr.) (IND AS) Profit before (68.31) (201.67) (173.28) (174.37) tax Profit after (63.88) (225.85) (186.27) (180.34) tax
Dividends declared by the Company in NA (No dividend declared for past 3 FYs) respect of the said three financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid) A summary of the financial position of the Company as in the three audited balance Please refer to Annexure V of this Information sheets immediately preceding the date of Memorandum issue of private placement offer cum application letter Audited Cash Flow Statement for the three years immediately preceding the Please refer to Annexure VI of this Information date of issue of private placement offer Memorandum cum application letter Any change in accounting policies during The Financial Statements from the Financial Year 2016- the last three years and their effect on the 17 onwards have been audited as per Indian Accounting profits and the reserves of the Company Standards, as applicable to the Company.
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7. APPLICANT’S DETAILS
1. Name:
2. Father’s Name:
3. Complete address including flat/ house number/ street, locality, pin code:
4. Phone number, if any:
5. Email id, if any:
6. PAN:
7. Bank account details:
Signature of the Applicant
______
Initial of the officer of the company designated to keep the record
______
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8. OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.
8.1 Mode of Transfer/ Transmission of Debentures
The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the relevant DPs of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. It would be the responsibility of the Investors to ensure that they sell the Debenture in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.
8.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.
The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.
8.3 Trustee for the Debenture Holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of Principal Amount and Redemption Premium and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.
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8.4 Sharing of Information
The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
8.5 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
8.6 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.
Any other change or modification to the terms of the Debentures shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents).
For the avoidance of doubt, any amendment to the terms and conditions of the Debentures or the Transaction Documents shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents ), either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders.
8.7 Right to accept or reject Applications
The Board/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.
8.8 Notices
Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.
All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.
Notice(s) shall be deemed to be effective: (a) in the case of registered mail, 3 (Three) calendar days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (d) in the case of personal delivery, at the time of delivery.
8.9 Issue Procedure
Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of
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Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and/ or redemptions warrants.
The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:
Details of size of the Issue including green shoe Rs. 100,00,00,000/- (Rupees One Hundred Crores option, if any only) with green shoe option for an additional amount of upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores) Electronic Book Platform BSE
Bid opening and closing date Bid opening date: December 21, 2020 Bid closing date: December 21, 2020 Minimum Bid Lot Rs.10 Lakh and in the Multiples of thereof.
Manner of bidding in the Issue Open Bidding Bidding Type Yield based
Allocation option Uniform
Manner of settlement in the Issue Pay-in of funds through clearing corporation
Settlement cycle T+2 where T refers to the date of bid opening date/ issue opening date.
Process flow of settlement:
Successful bidders shall make pay-in of subscription monies towards the allocation made to them, in the bank account of the clearing corporation on or before 10:30 a.m. on the Deemed Date of Allotment.
The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/ updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to the Indian Clearing Corporation Limited, the R&T Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the Issuer’s bank account, the details whereof are set out below:
Beneficiary Name : Tata Realty and Infrastructure Limited Credit Account No : 4811553052 Bank : Kotak Mahindra Bank Limited Branch : Nariman Point Account Type : Securities Application Money IFSC Code : KKBK0000958
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It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines
8.10 Application Procedure
Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). Subject to EBP Guidelines, the Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.
8.11 Fictitious Application
All fictitious Applications will be rejected.
8.12 Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.
8.13 Payment Instructions
The Application Form should be submitted directly. The full amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can alternatively remit the application amount through RTGS on Pay-in Date in the bank account of Indian Clearing Corporation Limited appearing on Paragraph 8.9 (Mode of Payment) above.
8.14 Persons who may apply
The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form. The class of investors to whom this Disclosure Document is being issued are: a) Companies b) Scheduled Commercial Banks c) Co-operative Banks d) Financial Institutions including NBFCs e) Mutual Funds f) Insurance Companies g) Any body corporate h) Any other investor authorized to invest in these NCDs
All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the Electronic Platform called the “EBP Platform” under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for
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Debentures of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of Section 42(2) of the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make private placement of the Debentures and only such “identified persons” shall receive a direct communication from the Issuer with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the Debentures.
Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.
Hosting of the Information Memorandum on the website of the BSE should not be construed as an offer or an invitation to offer to subscribe to the Debentures and the same has been hosted only as it is stipulated under the SEBI Regulations read with the EBP Guidelines. Eligible Investors should check their eligibility before making any investment.
Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.
8.15 Procedure for Applying for Dematerialised Facility
(a) The Applicant must have at least one beneficiary account with any of the DP’s of the Depository prior to making the application.
(b) The Applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.
(c) Debentures allotted to an Applicant will be credited to the Applicant’s respective beneficiary account(s) with the DP.
(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.
(e) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar and Transfer Agent to the Issue.
(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details of the Applicant as registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis- à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.
(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits,
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till such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.
8.16 Depository Arrangements
The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in dematerialised form.
8.17 List of Beneficiaries
The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption and redemption premium monies.
8.18 Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.
8.19 Documents to be provided by Investors
Investors need to submit the following documents, as applicable
(a) Memorandum and Articles of Association or other constitutional documents,
(b) Resolution authorising investment,
(c) Certified true copy of power of attorney,
(d) Specimen signatures of the authorised signatories duly certified by an appropriate authority,
(e) Copy of PAN card to be submitted,
(f) Application Form (including RTGS details).
8.20 Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the Applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through NEFT/RTGS.
8.21 Succession
In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The
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Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.
8.22 Mode of Payment
All payments must be made through NEFT, RTGS, electronic fund transfer to the Indian Clearing Corporation Limited. 8.23 Effect of Holidays
If the Due Date for the Redemption Date falls on a day that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.
8.24 Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the transfer agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non deduction of tax at source on interest on application money, should be submitted along with the Application form.
8.25 Letters of Allotment
The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from each Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within 15 (Fifteen) Business Days from each Deemed Date of Allotment. The Debentures will be first issued in physical form for the purposes of payment of stamp duty and once stamp duty is paid thereon, the dematerialised credit shall occur.
8.26 Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is November 12, 2020 by which date the Investors would be intimated of allotment.
8.27 Record Date
In relation to any Due Date 14 (Fourteen) days prior to such Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not.
8.28 Refunds
For Applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from each Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from Applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon
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For Private Circulation only (For the Addressee only) Serial No:__ Addressed to: ______receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.
8.29 Interest on Application Money
The Issuer shall be liable to pay to each Debenture Holder, interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.
8.30 Pan Number
Every Applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.
8.31 Payment on Redemption
Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted.
On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.
Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed may apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents/ authorizations/ information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents/ information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.
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9. DECLARATION
The Company and each of the directors of the Company hereby confirm and declare that:
a. the Company has complied with the provisions of the Act and the rules made thereunder, including the compliances in relation to making a private placement of the Debentures;
b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;
c. the monies received under the Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);
I am authorized by the Board of Directors of the Company vide resolution number 05 dated April 17, 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.
For Tata Realty and Infrastructure Limited
______Sanjay Dutt Designation: Managing Director & CEO DIN: 05251670 Date: December 21, 2020 Place: Mumbai
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ANNEXURE I: RATING LETTER AND RATING RATIONALE
[Attached Separately]
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ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE
[Attached Separately]
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ANNEXURE III: APPLICATION FORM
TATA REALTY AND INFRASTRUCURE LIMITED A public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956 Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033 Telephone No.: 022 6661 4444, Fax No: 022 6661 4452 Contact Person: Mr. Sudhakar Shetty, Website: https://www.tatarealty.in
DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0
Addressed to:
ISSUE OF UP TO 1000 (ONE THOUSAND) RATED, LISTED, UNSECURED, REDEEMABLE NON- CONVERTIBLE DEBENTURES HAVING FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UPTO RS. 100,00,00,000/- (RUPEES ONE HUNDRED CRORES ONLY) WITH GREEN SHOE OPTION FOR AN ADDITONAL AMOUNT OF UPTO RS. 200,00,00,000/- (RUPEES TWO HUNDRED CRORES ONLY) ON A PRIVATE PLACEMENT BASIS.
DEBENTURE APPLIED FOR:
Number of Debentures _____ in words ______
Amount Rs. ______/- in words Rupees ______Crore Only
DETAILS OF PAYMENT:
Cheque / Demand Draft / RTGS No. ______Drawn on______
Funds transferred to [●] Dated ______
Total Amount Enclosed (In Figures) Rs.______/- (In words) ______Only
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS STREET CITY PIN PHONE FAX
APPLICANT’S PAN/GIR NO. ______IT CIRCLE/WARD/DISTRICT ____
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WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY ______
We have read and understood the Terms and Conditions of the issue of Debentures contained in the Information Memorandum including the Risk Factors described therein and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.
Name of the Authorised Designation Signature Signatory(ies)
Applicant’s Signature
We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of my/our Beneficial Owner Account are given below:
Details for Issue of Debentures in Electronic / Dematerialised Form
DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)
Applicant Bank Account :
(Settlement by way of NEFT, RTGS, electronic fund transfer)
FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______
(Note: Cheque and Drafts are subject to realisation)
We understand and confirm that the information provided in this Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.
We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or
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For Private Circulation only (For the Addressee only) Serial No:__ Addressed to: ______issue the Debentures in physical form.
We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures.
Applicant’s Signature
FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______(Note : Cheque and Drafts are subject to realisation)
------(TEAR HERE)------ACKNOWLEDGMENT SLIP (To be filled in by Applicant) SERIAL NO. ------
Received from ______Address______UTR # ______Drawn on ______for Rs. ______on account of application of ______Debenture
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ANNEXURE IV: AUDITED FINANCIAL STATEMENTS
[Attached separately]
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ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)
Please note that the summary of financial position for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:
Financial Year Summary of Financial Position 2017-18 Page Number 10 - 11 2018-19 Page Number 12 - 13 2019-20 Page Number – 71- 72 For the period Please refer the audited financials in ended September this regard 30, 2020
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ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)
Please note that the cash flow statements for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:
Financial Year Cash Flow Statements 2017-18 Page Number 12 - 13 2018-19 Page Number 14 2019-20 Page Number 73 For the period Please refer the audited financials in ended September this regard 30, 2020
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ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE
Issuer Tata Realty and Infrastructure Limited Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only) Deemed Date of Allotment December 23, 2020 Redemption Date June 21, 2024, subject to Early Redemption Date or acceleration pursuant to occurrence of any Event of Default in terms of the Transaction Documents. Redemption Premium N.A. Frequency of the Coupon Payment with specified Annual and at the date of Maturity dates Day Count Convention Actual/ Actual
SCHEDULE* A. Interest Payment Schedule per NCD’s Record Coupon Unit Value (in Rs.) Coupon (in Coupon Days Date Payment Rs.) Rate Date / Redemption Date 9thDec 23rd Dec 2021 10,00,000 67,500 6.75% 365 2021 9th Dec 23rd Dec 2022, 10,00,000 67,500 6.75% 365 t 2022 8th Dec, 22nd Dec 2023 10,00,000 67,315 6.75% 364 2023 7th June 21st June 10,00,000 33,658 6.75% 182 2024 2024 B. Principle Payment Schedule for all NCD’s Record Coupon Principal Coupon (in Coupon Days Total Payment (in Date Payment (in Rs.) Rs.) Rate Rs.) Date/ Redemption Date 7th June 21st June 100,00,00,000 - - 1276 100,00,00,000 2024 2024
* above table is with assumption that rate of interest will be 6.75% p.a., actual rate of interest will be derived via open bidding on EBP.
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ANNEXURE VIII: RELATED PARTY TRANSACTIONS
Please note that the related party transactions entered into by the Issuer, for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:
Financial Year Related Party Transactions 2017-18 Page Number 40 to 44 (Note no. 44) 2018-19 Page Number 34 to 43 (Note no. 39)
2019-20 Page Number 95 to 100 (Note no. 39) For the period Please refer the audited financials in ended September this regard 30, 2020
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ANNEXURE IX: COPY OF BOARD RESOLUTION
[Attached Separately]
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ANNEXURE X: COPY OF SHAREHOLDERS’ RESOLUTIONS
[Attached Separately]
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ANNEXURE XI: TERM SHEET
[Attached Separately]
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ANNEXURE XII: IN PRINCIPLE LISTING APPROVAL
[Attached Separately]
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ANNEXURE XIII: REMUNERATION OF DIRECTORS
For the period 01.04.2017 to 31.03.2018
Name Designation Total Mr. Sanjay Ubale Managing Director 4,14,61,226 MR. MAHALINGAM SETURAMAN Director 12,75,000 MR. SANTHANAKRISHNAN Director 13,75,000 MR. FAROKH NARIMAN SUBEDAR Director 80,000 MS. NEERA SAGGI Director 13,75,000 MR. MEHERNOSH SORAB KAPADIA Director 80,000 MR. BROTIN BANERJEE Director 20,000
For the period 01.04.2018 to 31.03.2019
Name Designation Total Managing Director & Chief MR. SANJAY DUTT 10,07,97,327 Executive Officer MR. BANMALI AGRAWALA Director 2,60,000 MR. FAROKH SUBEDAR Director 2,00,000 MR. SANTHANAKRISHNAN SANKARAN Director 17,00,000 MR. MEHERNOSH KAPADIA Director 2,00,000 MR. MAHALINGAM SETURAMAN Director 8,00,000 MS. NEERA SAGGI Director 15,00,000 MR. RAJIV SABHARWAL Director 1,00,000
For the period 01.04.2019 to 31.3.2020
Name Designation Total Managing Director & 2,87,05,494 MR. SANJAY DUTT Chief Executive Officer 2,20,000 MR. BANMALI AGRAWALA Director
13,00,000 MR. FAROKH SUBEDAR Director
MR. SANTHANAKRISHNAN SANKARAN Director 15,00,000 MS. NEERA SAGGI Director 16,00,000 1,40,000 MR. RAJIV SABHARWAL Director
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ANNEXURE XIV: DETAILS OF LITIGATIONS
[Attached Separately]
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